Exhibit 4.12
  MR. KENNETH KIRKPATRICK
  RE:
    
    EMPLOYMENT AGREEMENT
 Company Effective Date
 1. Employment, Position and Duties President and
Chief Executive Officer Board
  2. Place of Employment .
 
 *
    
    Certain information in this exhibit has been omitted as confidential, as indicated by [***]. This
information has been filed separately with the Commission.




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-2-


3. Compensation and Benefits.


Base Salary


Bonus .


Stock Options


Benefits


Retirement Plan


Expenses


Vacation




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-3- 4. Termination
      (i)
    
    a mutual release of all claims by you against the Company and
vice versa, in a form satisfactory to you and the Company, acting reasonably;
and(ii)
    
    your resignation as a director, officer and member of any
committee of the Board of the Company and of any affiliate in which you hold
such positions, and as a member of the board or of a committee any
industry-related organization in which you serve and on which you are
reasonably identified as sitting as a representative of the Company.




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-4- 5. Proprietary Rights Etc
 6. Confidentiality, Disclosure and Trading By Restricted Persons and Employees
 7. Change in Control
  (i)
    
    any person or combination of persons acquires a sufficient number of shares of
the Company to effect materially the control of the Company;(ii)
    
    the Company shall consolidate or merge with or into, amalgamate with, or enter
into a statutory arrangement with, any other person (other than a subsidiary of the
Company or a corporation controlled directly or indirectly by the Company) and, in
connection therewith, all or part of the outstanding shares of the Company which have
voting rights attached thereto shall be changed in any way, reclassified or converted
into, exchanged or otherwise acquired for shares or other securities of the Company or
any other person or for cash or any other property; or(iii)
    
    the Company shall sell or otherwise transfer property or assets aggregating
more than 50% of the consolidated assets of the Company.
  (i)
    
    an adverse change in any way of your duties, powers, rights, discretion, salary
or benefits as they exist immediately prior to the Change in Control;(ii)
    
    a diminution of your title as it exists immediately prior to the Change in
Control;(iii)
    
    a change in the person or body to whom you report immediately prior to a
Change in Control except if such person or persons comprising the body are of
comparable experience and training or such change is a result of the resignation or
removal or such person or persons comprising the body, as the case may be,




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-5- 
 provided that a Triggering Event shall not include a change resulting from a
promotion in the normal course of business.
 8. Code of Ethics
 9. Notice
  st
   
  10. Miscellaneous
 Survival
 Amendments and Waiver




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-6-  Withholding
 Successors
 Assignment
 Severability of Provisions
 Headings
 Governing Law




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-7- Counterparts
 Entire Agreement
  Yours truly,OFFSHORE SYSTEMS INTERNATIONAL LTD.Per:
    /s/ Raymond JohnstonRAYMOND JOHNSTONChairman of the Board  /s/ Jacquie Speckling
    
    /s/ Kenneth KirkpatrickWitness to the signature of
    
    KENNETH KIRKPATRICKKenneth KirkpatrickJacquie SpecklingName of witness (please print)




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-8-   (a)
    
    Responsibility for the overall management and operation of the business of the
Company;(b)
    
    overseeing the preparation of an annual business plan for the Company for
approval by the Board, recommending any amendments to the business plan from time to
time, and overseeing the implementation of the business plan;(c)
    
    hiring and terminating employees of the Company;(d)
    
    overseeing the management of the Companys relationship with the investment
community and capital markets;(e)
    
    performing such other related duties and responsibilities and serving in such
other positions in the Companys subsidiaries as may be reasonably assigned to you from
time to time by the Board; and(f)
    
    such other duties and responsibilities as the Board may direct.




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APPENDIX B
 PROPRIETARY RIGHTS, NON-COMPETITION, NON-SOLICITATION  AND CONFIDENTIALITY AGREEMENT
   Definitions
  (a)
    
    Confidential Information includes any of the following:
 (i)
    
    any and all versions of the software and related documentation owned or
marketed by the Company, as well as the software and documentation owned by the
Companys suppliers and used internally by the Company, including all related
algorithms, concepts, data, designs, flowcharts, ideas, programming techniques,
specifications and source code listings;(ii)
    
    all developments (as defined below);(iii)
    
    information regarding the Companys business operations, methods and
practices, including marketing strategies, product pricing, margins and hourly rates
for staff, and information regarding the financial affairs of the Company;(iv)
    
    the names of the Companys clients and the names of the Companys business
partners and suppliers of computer services and software to the Company, and the
nature of the Companys relationships with these clients, partners and suppliers;(v)
    
    technical and business information of or regarding the clients of the
Company obtained in order for the Company to provide such clients with training
services and software products and services, including information regarding the data
processing requirements and the business operations, methods and practices and
product and training plan of such clients; and




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B2 (vi)
    
    any other trade secrets or confidential or proprietary information in the
possession or control of the Company.
 (b)
    
    Confidential Information does not include information which is or becomes
generally available to the public without my fault or which I can establish, through
written records, was in my possession prior to its disclosure to me as a result of my
work for the Company.(c)
    
    Developments include all:
 (i)
    
    software, documentation, data, designs, reports, flowcharts, training kits
and other training materials, trade-marks, specifications and source code listings,
and any related works, including any enhancements, modifications, or additions to the
software products owned, marketed or used by the Company, and(ii)
    
    inventions, devices, discoveries, concepts, ideas, algorithms, formulae,
know-how, processes, techniques, systems and improvements, whether patentable or not
developed, created, generated or reduced to practice by me, alone or jointly with
others, during my employment with the Company or which result from tasks assigned to
me by the Company or which result from the use of the premises or property (including
equipment, supplies or Confidential Information) owned, leased or licensed by the
Company.
 2. Non-Disclosure of Confidential Information
  3. Restricted Use of Confidential Information
 (a)
    
    At all times during and subsequent to the termination of my employment with the
Company, I shall not use the Confidential Information in any manner except as reasonably
required for me to perform my duties for the Company.(b)
    
    Without limiting my obligations under subsection 3(a), I agree that at all times
during and subsequent to the termination of my employment with the Company, I shall not
use or take advantage of the Confidential Information for creating, maintaining or
marketing, or aiding in the creation, maintenance or marketing, of any software which is
competitive with any software owned or marketed by the Company.




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B3 
 (c)
    
    Upon the request of the Company, and in any event upon the termination of my
employment with the Company, I shall immediately return to the Company all materials,
including all copies in whatever form, containing the Confidential Information which are
in my possession or under my control.
 4. Ownership of Confidential Information
 (a)
    
    I acknowledge and agree that I shall not acquire any right, title or interest in or
to the Confidential Information.(b)
    
    I agree to make full disclosure to the Company of each Development promptly after
its creation. I hereby assign and transfer to the Company, and agree that the Company
shall be the exclusive owner of, all of my right, title and interest to each Development
throughout the world, including all trade secrets, patent rights, copyrights and all
other intellectual property rights therein. I further agree to cooperate fully at all
times during and subsequent to my employment with respect to signing further documents
and doing such acts and other things reasonably requested by the Company to confirm such
transfer of ownership of rights, including intellectual property rights, effective at or
after the time the Development is created and to obtain patents or copyrights or the
like covering the Developments. I agree that the obligations in this clause (b) shall
continue beyond the termination of my employment with the Company with respect to
Developments created during my employment with the Company.(c)
    
    I agree that the Company, its assignees and their licensees are not required to
designate me as the author of any Developments. I hereby waive in whole all moral rights
which I may have in the Developments, including the right to the integrity of the
Developments, the right to be associated with the Developments, the right to restrain or
claim damages for any distortion, mutilation or other modification of the Developments,
and the right to restrain use or reproduction of the Developments in any context and in
connection with any service, cause or institution.(d)
    
    Listed in Appendix 1 to this Agreement are those works and inventions created by
me, alone or jointly with others, prior to my employment by the Company, which are exempt
from the operation of this Agreement. If nothing is listed in Appendix 1, I represent
that I have made no such works or inventions as of the date of this Agreement.
 5. Protection of Computer Systems and Software




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B4 6. Non-Competition
  7. Non-Solicitation of Clients
  (a)
    
    was a client of the Company at the time of the termination of my employment with
the Company; or(b)
    
    became a client of the Company within six months after the termination of my
employment with the Company if I was involved with the marketing effort in respect of
such client prior to the termination of my employment with the Company.
 8. Non-Solicitation of Employees
  9. Confidentiality




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B5  10. Reasonableness of Non-Competition and Non-Solicitation Obligations
    11. Non-Conflicting Obligations




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B6  12. Enforcement
  13. General
    /s/ Kenneth Kirkpatrick
    
    
    
    January 16, 2006Employee Signature
    
    
    
    DateJacquie SpecklingName of Witness/s/ Jacquie Speckling
    
    
    
    January 16 2006Witness Signature
    
    
    
    Date




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SCHEDULE B
 POLICY RESPECTING
CONFIDENTIALITY, DISCLOSURE AND TRADING BY RESTRICTED PERSONS AND
EMPLOYEES
 PART I
    
    CONFIDENTIALITY
 1.
    
    Purpose1.0
    
    The purpose of Part I of this Policy is to ensure that all employees and directors of
Offshore Systems International Ltd. and its subsidiaries (the Company), regardless of
country of residence, treat confidential information in a consistent manner and in accordance
with Canadian securities laws.2.
    
    Confidential Information2.0
    
    Information respecting the Company is considered confidential information if its knowledge
would reasonably be expected to result in a significant change in the market price or value of
the Company securities, and such information has not been publicly disclosed (throughout this
Policy, Confidential Information).2.1
    
    Confidential Information includes information concerning the business operations or capital
of the Company.2.2
    
    It is to be recognized that information may be Confidential Information within the meaning of
this Policy at an earlier stage than the Company is required by applicable securities laws to
publicly disclose such information (for example at an earlier stage in the process of making a
major acquisition or negotiating a significant contract).2.3
    
    Where information is disseminated by the Company through a press release, that information is
not considered to be publicly disclosed until at least the close of one (1) complete business
day after the press release, and in circumstances where the information is not readily
accessible through the news media, that information may not be considered to be publicly
disclosed until up to a week.3.
    
    Safeguarding Confidentiality3.0
    
    The Company personnel may not discuss Confidential Information with any other persons
(whether or not Company personnel), except in the necessary course of business.3.1
    
    In addition, information disclosed by a customer, supplier or business associate to the
Company personnel, and identified as private or confidential, shall be protected from
disclosure to the same extent as would Confidential Information.3.2
    
    To protect Confidential Information from disclosure, the Company personnel:




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SB2 
 i)
    
    should not discuss Confidential Information in public places
where Confidential Information may be overheard (e.g., elevators, restaurants,
airplanes, taxicabs);ii)
    
    should not carry, read or discard Confidential Information in
an exposed manner in public places;iii)
    
    should not discuss Confidential Information with personal
friends or relatives; andiv)
    
    should not participate in discussions with other persons
respecting investments in the Company.
 3.3
    
    Before any meeting with other persons where Confidential Information may be disclosed, the
Company personnel shall advise the other persons that they must not divulge the Confidential
Information other than in the necessary course of business, or trade in the Company securities
until the Confidential Information is generally disclosed.3.4
    
    When so required by a supervisor, the Company personnel will take such additional steps as
may be necessary to protect Confidential Information from disclosure, including keeping filing
cabinets locked, referring to specified matters only by a code name and limiting access to the
word processing system.3.5
    
    All inquiries from the media shall be referred to the Chief Executive Officer (CEO) (or such
other person as may be designated from time to time to perform the role of such officer under
this Policy by the CEO) for response by designated spokespersons.3.6
    
    All inquiries from securities analysts or institutional investors shall be referred to the
CEO (or such other person as may be designated from time to time to perform the role of such
officer under this Policy by the CEO) for response by designated spokespersons.4.
    
    Sanctions4.0
    
    Failure to comply with the terms of this Part of the Policy will result in disciplinary
action, possibly including termination of employment.4.1
    
    Certain regulatory sanctions including fines, imprisonment and civil actions may be imposed
on individuals improperly disseminating Confidential Information.




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SB3 
 PART II
    
    DISCLOSURE
 1.
    
    Purpose1.0
    
    The purpose of Part II of this Policy is to ensure that all disclosure by the Company of
Confidential Information is conducted in a consistent manner and in accordance with Canadian
securities laws.2.
    
    Procedures for Determining Whether Information is Confidential Information2.0
    
    The CEO shall be responsible for ensuring that the determination of which information
constitutes Confidential Information shall be carried out in accordance with a consistent
procedure and in accordance with Canadian securities laws. To the extent the CEO deems
appropriate, such officer shall consult with outside legal advisers in discharging his
responsibilities under this Policy.3.
    
    Public Statements3.0
    
    The CEO shall be responsible for ensuring that disclosure of all information respecting the
Company, including Confidential Information required to be disclosed under Canadian securities
laws, shall be carried out in accordance with a consistent procedure and in accordance with
such laws.3.1
    
    Procedures governing the disclosure of Confidential Information required to be disclosed
shall provide that such disclosure shall be effected in accordance with the following
principles:
 i)
    
    Confidential Information should not be disclosed selectively;ii)
    
    information previously disclosed by the Company should be
updated if it has become misleading as a result of subsequent events; andiii)
    
    where Confidential Information is to be announced at a meeting
of analysts, the media or shareholders, or at a press conference, a
simultaneous general announcement respecting the Confidential Information must
be made by press release.
 3.2
    
    Public statements of policy will be made only by the Chief Executive Officer (CEO). All
press releases shall be pre-cleared with the CEO or, failing that, the Chairman of the Board.3.3
    
    Notice of a press release announcing Confidential Information shall be provided to the Market
Surveillance Branch of the Toronto Stock Exchange (the TSE)




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SB4 
 prior to its release (if press release to be issued during TSE trading hours) or
before trading begins (if issued outside TSE trading hours).3.4
    
    The CEO shall be responsible for maintaining a file containing all disclosure documents
prepared by the Company, including press releases, publicly released by the Company or other
documents filed with the securities regulatory authorities.4.
    
    Dealing with Analysts and the Media4.0
    
    All inquiries from securities analysts shall be referred to the CEO for response only by
designated spokespersons.4.1
    
    Disclosure at meetings with analysts or the media shall be limited to an explanation or
clarification of publicly available information and generally shall not refer to forecasts of
future financial results or events. A record should be kept of all matters discussed and
information disclosed at the meeting. To the greatest extent practicable, more than one
spokesperson from the Company should be present at each meeting with analysts or the media.
After such a meeting, if the spokespersons have any concerns regarding the information
disclosed, they should discuss the matter with the CEO.4.2
    
    It will continue to be a policy of the Company to review financial models and drafts of
analysts research reports for factual content only.5.
    
    Inadvertent Disclosure5.0
    
    In the event that any Confidential Information is inadvertently disclosed, general disclosure
of such Confidential Information shall be made immediately and such disclosure shall be
coordinated by the CEO or, failing that, the Chairman of the Board.6.
    
    Forward-looking Statements6.0
    
    It is the Companys policy generally not to provide forward-looking information to the
investment community. To the extent that such information is provided in Company disclosure
documents, all statements are to be accompanied by appropriate contingency and cautionary
language which has been approved by the CEO.7.
    
    Sanctions7.0
    
    Failure to comply with the terms of this Part of this Policy will result in disciplinary
action, possibly including termination of employment.




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SB5 7.1
    
    Certain regulatory sanctions including fines, imprisonment and civil actions may be imposed
on individuals contravening laws respecting the disclosure of Confidential Information.
 PART III
    
    TRADING BY RESTRICTED PERSONS AND EMPLOYEES
 1.
    
    Purpose1.0
    
    The purpose of Part III of this Policy is to ensure that all employees and directors of the
Company, regardless of country or residence, comply with Canadian securities laws.2.
    
    Definition of Restricted Person2.0
    
    A restricted person is generally defined, without regard to the individuals country of
residence, as including all directors, officers and other employees of the Company who are
regularly in possession of Confidential Information (Restricted Person).2.1
    
    The CEO shall be responsible for maintaining a list of all individuals who are Restricted
Persons and ensuring that each person who is a Restricted Person has been advised that he or
she is a Restricted Person for the purposes of this Policy.3.
    
    Prohibition on Trading by Employees with Confidential Information or Other Undisclosed
Material Information3.0
    
    The Company personnel, including Restricted Persons, may not, if that individual possesses
Confidential Information, directly or indirectly (e.g., via private holding company,
registered retirement savings plans or otherwise):
 i)
    
    buy or sell the Company securities;ii)
    
    buy or sell securities whose price or value may reasonably be
expected to be affected by changes in price of the Company securities;iii)
    
    grant or exercise the Company stock options, or, if applicable,
phantom stock plans or similar employee compensation mechanisms; oriv)
    
    buy or sell securities of another company in which the Company
proposes to invest or where the individual, in the course of employment with
the Company, becomes aware of undisclosed material information concerning that
other company.
 3.1
    
    In addition, the Company personnel are prohibited from engaging in any other action to take
advantage of, or pass on to others, such Confidential Information or undisclosed material
information respecting another company, including buying




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SB6 
 or selling, or recommending the buying or selling of, any assets of that company, in
reliance on such Confidential Information or undisclosed material information.3.2
    
    This prohibition also applies to trading by individuals who learn of Confidential Information
or undisclosed material information respecting another company from the Company personnel
(e.g., spouses, friends, relatives), who for the purposes of this Policy are responsible for
the trading by such individuals. It being understood that trading by such individuals would
also likely constitute a violation by them of applicable securities law relating to insider
trading.4.
    
    Prohibiting Restricted Persons from Trading During Black Out Periods and Other
Restrictions on Trading by Restricted Persons4.0
    
    To guard against trading by Restricted Persons before public release of quarterly financial
results or when the Company may be involved in a material undisclosed transaction (e.g.,
acquisition, public offering, significant contract negotiation) not known to the Restricted
Person, trading by Restricted Persons is prohibited during the following Black Out periods;
 i)
    
    Two weeks prior to the end of the first fiscal quarter (i.e. 14
February) until two (2) business days following the release of the first
quarter results;ii)
    
    Two weeks prior to the end of the second fiscal quarter (i.e.
16 May) until two (2) business days following the release of the second quarter
results;iii)
    
    Two weeks prior to the end of the third fiscal quarter (i.e. 17
August] until two (2) business days following the release of the third quarter
results; andiv)
    
    Two weeks prior to the fiscal year end (i.e. 16 November] until
two (2) business days after the audited annual statements for the year end have
been generally reviewed; andv)
    
    The start of the day on which a press release or other
disclosure is issued with respect to an item of Confidential Information until
one (1) complete business day following the date of the press release or other
disclosure.
 4.1
    
    Restricted Persons, their spouses and any relatives living with them are also prohibited
during the Black Out period, from:
 i)
    
    purchasing or selling publicly traded options or securities of
the Company; andii)
    
    selling the Company securities that the individual does not own
(short selling).




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SB7 
 4.2
    
    If the Company becomes aware of a material undisclosed transaction, all Restricted Persons
who have pre-cleared transactions that have not been completed will be asked to withdraw their
trading instructions.5.
    
    Company Contact Person5.0
    
    The Company personnel who are unsure whether they may trade in a given circumstance shall
contact the CEO for specific guidance. The Company personnel are encouraged to consult with
such officer prior to any trading in securities of the Company.6.
    
    Regulatory Requirements  Reporting6.0
    
    To comply with Canadian securities laws applicable to certain Restricted Persons, all
Restricted Persons who are directors or officers of the Company or its subsidiaries
(Insiders) must file an Insider Report in the form available from the Corporate Controller
within 10 days following:
 i)
    
    the day the individual first becomes an Insider (if on that day
the individual does not own or control the Company securities no Insider Report
need be filed); andii)
    
    the day on which the Insider purchases or sells the Company
securities (this is the date of agreement to purchase or sell, not the
settlement date of the transaction).
 6.1
    
    Each Insider is required to file the Insider Report with each of the Canadian provincial
securities regulators. Instructions regarding completion are included on the back of the
Insider form.6.2
    
    All Insiders are responsible for filing their own Insider Reports. Two copies of the Insider
Report, one of which to be manually signed, must be filed in all jurisdictions.6.3
    
    At the same time as the Insider Report is filed with the regulators, a copy of the Insider
Report must be provided to the Company to the attention of the CEO.6.4
    
    Copies of blank Insider Reports may be obtained from the office of the Corporate Controller.6.5
    
    Restricted Persons (whether or not they are Insiders) are required to report to the CEO
annually (by the end of January each year) with respect to all trades in the preceding 12
months and to certify compliance during the period with the terms of this Policy.




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SB8 7.
    
    Sanctions7.0
    
    Failure to comply with this Part of the Policy will result in disciplinary action, possibly
including termination of employment.7.1
    
    Canadian securities laws provide that a breach of the general trading prohibition contained
in this Part of the Policy may result in a fine of up to the greater $1 million and three
times the profit obtained by reason of the contravention, and imprisonment for up to two
years.7.2
    
    The Company personnel may also be found civilly liable if a spouse, friend of relative
profited from the trading of the Company securities at a time when in possession of
Confidential Information provided by that individual.7.3
    
    Penalties may also be levied against an Insider for not complying with the regulatory
reporting requirements.
  /s/ Kenneth Kirkpatrick
Employee Signature
    
    January 16, 2006

DateJacquie Speckling

Name of Witness/s/ Jacquie Speckling
Witness Signature
    
    January 16, 2006

Date




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APPENDIX C
 CODE OF ETHICS FOR DIRECTORS AND SENIOR OFFICERS




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C2




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Re: Amendment to Employment Agreement Dated November 7, 2005
      Sincerely,OSI Geospatial Inc./s/ Raymond Johnston
Raymond JohnstonChairman, Board of Directorsjjs